**Exhibit 10.48**
**INDEPENDENT CONTRACTOR AGREEMENT**
          This Independent Contractor Agreement (“Agreement”) is entered into as of **June 1, 2005**,by and between RedEnvelope, Inc. (hereinafter the “Client”), located in San Francisco, California,and **John Roberts**(hereinafter the “Consultant”), an independent consultant having a principal placeof business in San Francisco, California.
          This Agreement is intended to set forth the terms of the relationship between Client andConsultant. Client enters into this Agreement because it desires the performance of Consultant’sprofessional services, as described herein.
          Accordingly, Client and Consultant jointly agree to the following terms and conditions:
          1. Term Of Contract.
          This Agreement will become effective on **June 1, 2005**, and will continue in effect for **60 days**,unless terminated previously by either party as set forth herein.
          2. Independent Contractor Status.
          Consultant warrants and affirms that his/her business is independent and that he/she marketshis/her professional services to others, except to the extent necessary to avoid a conflict ofinterest.
          It is the express intent of the parties that Consultant is an independent contractor, and notan employee, agent, representative, joint venturer or partner of the Client. Nothing in thisAgreement shall be interpreted or construed as creating or establishing the relationship ofemployer and employee between the Client and Consultant or any employee or agent of Consultant.
          Both parties acknowledge that Consultant is not an employee for state or federal tax purposesor for purposes of unemployment insurance or other requirements of federal or state employment law.
          3. Services To Be Performed.
               a. Specific Services.
          The Client retains Consultant to perform the professional services and accomplish the tasksset forth in Attachment “A” hereto. Consultant agrees that the work performed hereunder will be ofthe highest professional standards and quality.
          While engaged by Client, Consultant retains the right to perform professional services forother companies. However, the Client expects the Consultant to perform a minimum of 20 hours perweek for the first month of the agreement.
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               b. Method of Performing Services.
          Consultant will determine the method, details and means for performing the above-describedservices. The Client shall have no right to, and shall not, control the methods, details and meansof performing and accomplishing Consultant’s services. The Client shall have no right to, and shallnot, provide any instruction or training as to the methods or means for accomplishing Consultant’sservices.
               c. Engagement of Assistants.
          Consultant may, at Consultant’s own expense, employ assistants as Consultant deems necessaryto perform services under this Agreement. The Client shall have no right to, and shall not, director supervise Consultant’s assistants or employees, if any, in the performance of these services.Consultant assumes full and sole responsibility for the payment of all compensation and expenses ofthese assistants for all state and federal income tax, unemployment insurance, social security,disability insurance, and other applicable withholdings. Consultant also agrees to provide allnecessary insurance coverage for such assistants and/or employees. Should Consultant employassistants, he/she agrees to bind them to the confidentiality and other restrictive covenants setforth in this Agreement.
               d. Time and Place of Work.
          Consultant shall set his/her own hours and schedule for the performance of the servicesdescribed herein. The Client shall not have the right to, and shall not, control the order orsequence in which Consultant performs his/her services. However, because of scheduling requirementsof the employees of the Client with whom Consultant will need to interact, certain aspects ofhis/her scheduling may be set by the Client. Client agrees to provide Consultant with reasonableadvance notice of desired times for consultation, meetings, appointments, travel and other similarrequirements.
          4. Compensation.
          Client will pay Consultant a fee of **$125.00/hour**for services performed. Consultant shallprovide Client with an invoice, on a monthly basis, itemizing the services performed. Client shallpromptly pay Consultant within thirty (30) days of receipt of Consultant’s invoice.
          5. Obligations Of Contractor.
               a. Costs, Expenses and Materials.
          Consultant shall be responsible for all other costs and expenses incidental to the performanceof services for the Client, including, but not limited to all costs of material provided byConsultant, all fees, fines, licenses, bonds, or taxes required of or imposed against Consultant,and all of Consultant’s other costs of doing business. Consultant shall bear the full cost of alltransportation to and from the place at which services are rendered, including, but not limited to,the cost of an automobile, gasoline, repairs, parking and automobile insurance.
          Consultant will supply all materials required to perform services under this Agreement.Consultant is not required to purchase or rent any materials, services or work space from theClient. In the event Consultant desires to purchase or rent any materials, services or work
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space from the Client, Consultant and the Client shall negotiate a fair market price for saidpurchase or rental.
               b. Indemnification of Liability.
          Consultant agrees that he/she is solely and exclusively liable for all damages caused byhis/her performance of this Agreement or the failure to perform. Consultant shall not be treatedas an employee or agent of the Client entitled to coverage under Client’s Insurance or otherpolicies. Each party shall indemnify and hold harmless the other and the other’s officers, agentsand employees from each one’s negligence, including their respective officers, agents andemployees.
               c. Assignment.
          Neither party shall assign its rights or delegate its duties or obligations under thisAgreement without the prior written consent of the other. Subject to the foregoing, this agreementshall be binding upon and shall inure to the benefit of the successors and assigns of the partiesto this Agreement. Client agrees that Consultant may designate a d.b.a., corporation or any otherentity to receive payments for Consultant’s work under this agreement.
               d. State and Federal Taxes.
          As Consultant is not the Client’s employee, Consultant is responsible for paying all requiredstate and federal taxes. Specifically:
 (1) The Client will not withhold FICA (Social Security) fromConsultant’s payments;
 (2) The Client will not make state or federal unemploymentinsurance contributions on behalf of Consultant;
 (3) The Client will not withhold state or federal income tax frompayments to Consultant;
 (4) The Client will not make disability insurance or paid familyleave contributions on behalf of Consultant; and
 (5) The Client will not provide coverage for Consultant under itsworkers’ compensation insurance or allow Consultant to participate inany employee benefit plans provided by the Client.
          Consultant agrees to indemnify, defend and hold harmless the Client with respect to anyclaims, assessments, levies, fines or attorneys’ fees incurred, arising out of any tax issuesinvolving her compensation for services to the Client.
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          6. Termination Of Agreement.
          This Agreement shall terminate automatically on the occurrence of any of the following events:
 (1) Bankruptcy or insolvency of either party;  (2) Sale of the business of either party; or  (3) Death or total incapacity of Consultant.
          Additionally, this Agreement may be terminated at any time by either party, with or withoutcause, upon ten (10) days’ written notice to the other party.
          7. Confidentiality.
          All ideas, concepts, information and written material disclosed to Consultant by the Client,or acquired from a customer or vendor of the Client, are and shall remain the sole and exclusiveproperty and proprietary information of the Client, or said customer or vendor, and are disclosedin confidence by the Client or permitted to be acquired from customers or vendors in reliance onConsultant’s agreement to maintain them in confidence and not to use or disclose them to any otherperson.
          Consultant, in the course of his/her duties, will be handling Information Technology projectsand other data and plans of the Client, its customers, and/or its vendors. All such data areconfidential and shall not be disclosed, directly or indirectly, or used by Consultant in any way,either during the term of this Agreement or at any time thereafter, except as required of him/herin the course of his/her engagement hereunder or as specifically authorized by the Client.
          All records of or pertaining to the Client, its customers or vendors, and any otherInformation Technology information or written material, relating to the Client, its customersand/or vendors, whether prepared by Consultant or otherwise coming into his/her possession or tohis/her attention, shall be the exclusive property of the Client (subject only to a customer’s orvendor’s right in such property) regardless of who actually purchased, obtained or created suchproperty.
                    a. Return Of Property Upon Termination. Consultant agrees that on or before thetermination of his/her engagement, he/she will return to the Company all originals and copies ofall or any part of:
 (1) Lists and sources of customers and/or vendors and suppliers;  (2) Any and all other things, equipment and writtenmaterials obtained by Consultant from the Company or any customer orvendor of the Company, including all matters covered in Paragraph 7 ofthis Agreement;  (3) Information Technology related information;
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 (4) All property of the Company, including, withoutlimitation, keys, credit cards, manuals, records, and proprietaryinformation of the Company, its customers and/or vendors.
          8. General Provisions
               a. Notices.
          Whenever notice is required or demanded under this Agreement, it shall be in writing andpersonally delivered, or sent by United States Postal Service registered or certified mail to theaddress stated below. Each party may change the address by written notice in accordance with thisparagraph. Notices delivered personally will be deemed communicated as of actual receipt; mailednotices will be deemed communicated as of two days after mailing.       TO THE COMPANY: RedEnvelope, Inc.    c/o Christopher Nordquist, Esq.    149 New Montgomery Street    San Francisco, CA 94105       TO THE CONTRACTOR: John Roberts         1617 Belburn Drive         Belmont, CA 94002
               b. Nature of Agreement.
          This Agreement supersedes any and all Agreements, either oral or written, between the parties,with respect to the rendering of services by Consultant for the Client. This is the sole and entireagreement between the parties as to the services specified and described herein. Each party to thisAgreement acknowledges that there have been no representations, inducements, promises, oragreements, orally or otherwise, by any party, or anyone acting on behalf of any party, which arenot included herein, and that no other agreement, statements or promises shall be valid or binding.Any modification of this Agreement will be effective only if it is in writing, signed by bothConsultant and the Client.
          Each party has received independent legal advice from its attorneys with respect to theadvisability of executing this Agreement and the meaning of the provisions hereof. The provisionsof this Agreement shall be construed as to their fair meaning, and not for or against any partybased upon any attribution to such party as the source of the language in question. Headings usedin this Agreement are for convenience of reference only and shall not be used in construing thisAgreement. The use of any gender shall include both genders and the singular shall include theplural whenever the context requires.
               c. No Third Party Benefit.
          This Agreement is intended to benefit only the parties hereto, otherwise no other person orentity other than successors in interest and assigns has or shall acquire any rights hereunder.
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               d. Partial Invalidity.
          If any term, covenant, condition or provision in this Agreement, or the application thereof toany person or circumstance, is held by a court of competent jurisdiction to be invalid, void orunenforceable, the remaining provisions will, nevertheless, continue in effect without beingimpaired or invalidated in any way.
               e. Arbitration.
          In the event of any dispute arising under or involving any provision of this Agreement or anydispute involving Consultant’s services and relationship with the Client, or the termination ofhis/her services and this relationship, the parties agree to submit any such dispute to bindingarbitration pursuant to the provisions of Title 9 of Part III of the California Code of CivilProcedure, commencing at section 1280 et seg.(or any successor or replacement statutes).
          If Consultant and the Client are unable to agree on a neutral arbitrator, the Client willobtain a list of arbitrators from the Federal or California State Mediation and ConciliationService. Alternatively, the parties may mutually agree to utilize the services of a private,neutral mediator and arbitration service. The parties will alternately strike names from the listuntil only one name remains; the remaining person shall be the arbitrator. Arbitration proceedingsshall be held in California at a location mutually convenient to both parties.
          Following a hearing conducted by the arbitrator, in a manner to be determined as mutuallyagreed to by the parties and/or by the arbitrator, the arbitrator shall issue a written opinion andaward that shall be signed and dated. The arbitrator’s opinion and award shall decide all issuessubmitted and shall set forth the legal principles supporting each part of the opinion. Thearbitrator shall be permitted to award only those remedies in law or equity which are requested bythe parties and which the arbitrator determines to be supported by the credible, relevant evidence.
          Consultant and the Client agree that arbitration shall be the exclusive forum for resolvingall disputes arising out of or involving this Agreement, the relationship between the parties, theservices performed hereunder or the termination of the services or the relationship; provided,however, that either party may file a request with a court of competent jurisdiction for equitablerelief, including but not limited to injunctive relief, pending resolution of any dispute throughthe arbitration procedure set forth herein or injunctive or other equitable relief to enforce therestrictive covenants set forth herein. Consultant agrees that if he/she does not submit a writtenrequest for arbitration within one year from the date of Consultant’s termination of theperformance of services, Consultant agrees that he/she will have waived any right to raise anyclaim, in any forum, arising out of or involving this Agreement, the relationship between theparties, the services provided hereunder or the termination of Consultant’s services.
          Consultant and the Client shall each bear their own costs for legal representation at any sucharbitration, and shall split the cost of the arbitrator and court reporter, if any.
               f. Attorneys’ Fees.
          If any action for injunctive declaratory or other equitable relief is brought to enforce theabove-stated agreement to arbitrate or to enforce the restrictive covenants of this Agreement, theprevailing party will be entitled to reasonable attorneys’ fees, which may be set by the court
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in the same action or in a separate action brought for that purpose, in addition to any reliefto which the party may be entitled.
               g. Waiver.
          The failure of either party to enforce at any time any of the provisions of this Agreement, orto exercise any option or right herein provided, or to require at any time performance by the otherparty of any provisions hereof, shall in no way be construed to be a waiver of such provision(s),nor in any way to effect the validity of this Agreement or any part thereof, or the right of theparty to thereafter enforce each and every such provision. Acceptance of a late payment byConsultant shall not constitute a waiver, nor in any way prejudice Consultant’s right to receiveand demand timely payments thereafter.
               h. Counterparts.
          This Agreement may be executed in counterparts, each deemed an original and comprising asingle instrument when fully executed.
               i. Governing Law.
          This Agreement will be governed by and construed in accordance with the laws of the State ofCalifornia.
          The parties hereto have executed this Agreement as of the dates indicated below and the aboveprovisions are understood and agreed to by:       RedEnvelope, Inc. John Roberts       By: /s/ Edward M. Schmults By: /s/ John Roberts       Dated: 5/20/05 Dated: 5/20/05
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Attachment A
          Consultant’s Duties: consulting on the technical, business, contractual and projectmanagement aspects of the Company’s information technology projects and systems, including, but notlimited to, MarketLive, Ecometry, Oracle and Broadvision.
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